SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Scully Royalty Ltd. |
| (Name of Issuer) |
| |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| Neil S. Subin, 2336 SE Ocean Blvd., Suite 400, Stuart, Florida 34996 (Tel.) (561) 287-5399 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
September 30, 2024 |
|
| |
(Date of Event which Requires Filing of this Statement) |
|
| |
|
|
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom
copies are to be sent.
| * | The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
| 1 |
NAME
OF REPORTING PERSON
Neil
S. Subin |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF-AF-OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,008,407(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0(1) |
| 10 |
SHARED
DISPOSITIVE POWER
2,008,407(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,008,407(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%(2) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) |
Represents (i) 48,483 shares of common stock owned of record by MILFAM LLC; (ii) 31,033 shares of common stock owned of record by Catherine C. Miller Irrevocable Trust dtd 3/26/91; (iii) 44,911 shares of common stock owned of record by Catherine C Miller Trust A-3; (iv) 215,042 shares of common stock owned of record by Catherine C Miller Revocable Trust; (v) 20,658 shares of common stock owned of record by Kimberley S. Miller GST Trust dtd 12/17/1992; (vi) 188,687 shares of common stock owned of record by LIMFAM LLC; (vii) 163,005 shares of common stock owned of record by LIM III Estate LLC; (viii) 64,715 shares of common stock owned of record by Lloyd I. Miller Trust A-1; (ix) 28,355 shares of common stock owned of record by Catherine C Miller Estate; (x) 5,330 shares of common stock owned of record by Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91; (xi) 32,693 shares of common stock owned of record by Miller Great Grandchildren Trust; (xii) 176,735 shares of common stock owned of record by Susan F. Miller Spousal Trust A-4; (xiii) 176,734 shares of common stock owned of record by Miller Family Education and Medical Trust; (xiv) 150,282 shares of common stock owned of record by MILFAM I L.P.; (xv) 428,563 shares of common stock owned of record by MILFAM II L.P.; (xvi) 26,611 shares of common stock owned of record by MILFAM III LLC; (xvii) 40,250 shares of common stock owned of record by Susan F. Miller; and (xviii) 166,320 shares of common stock owned of record by Alimco Re Ltd. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (xviii) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein. |
| (2) |
The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
MILFAM LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF-AF-OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,008,407(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,008,407(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,008,407(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%(2) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) |
Represents (i) 44,911 shares of common stock owned of record by Catherine C Miller Trust A-3; (ii) 215,042 shares of common stock owned of record by Catherine C Miller Revocable Trust; (iii) 188,687 shares of common stock owned of record by LIMFAM LLC; (iv) 163,005 shares of common stock owned of record by LIM III Estate LLC; (v) 64,715 shares of common stock owned of record by Lloyd I. Miller Trust A-1; (vi) 176,735 shares of common stock owned of record by Susan F. Miller Spousal Trust A-4; (vii) 176,734 shares of common stock owned of record by Miller Family Education and Medical Trust; (viii) 150,282 shares of common stock owned of record by MILFAM I L.P.; (ix) 428,563 shares of common stock owned of record by MILFAM II L.P.; (x) 26,611 shares of common stock owned of record by MILFAM III LLC; (xi) 48,483 shares of common stock owned of record by MILFAM LLC; (xii) 166,320 shares of common stock owned of record by Alimco Re Ltd.; (xiii) 28,355 shares of common stock owned of record by Catherine C Miller Estate; (xiv) 31,033 shares of common stock owned of record by Catherine C. Miller Irrevocable Trust dtd 3/26/91; (xv) 20,658 shares of common stock owned of record by Kimberley S. Miller GST Trust dtd 12/17/1992; (xvi) 32,693 shares of common stock owned of record by Miller Great Grandchildren Trust; (xvii) 5,330 shares of common stock owned of record by Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91; and (xviii) 40,250 shares of common stock owned of record by Susan F. Miller. MILFAM LLC serves as manager, general partner, or advisor of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed the beneficial owner of the shares specified in clauses (i) through (xviii) of the preceding sentence. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Alimco Re Ltd. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Islands of Bermuda |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
166,320 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
166,320 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,320 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Catherine C. Miller Irrevocable Trust dtd 3/26/91 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
31,033 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
31,033 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,033 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) |
The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Catherine C Miller Trust A-3 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
44,911 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
44,911 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,911 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) |
The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Catherine C Miller Revocable Trust
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
215,042 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
215,042 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,042 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) |
The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Kimberley S. Miller GST Trust dtd 12/17/1992 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
20,658 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
20,658 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,658 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) |
The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
LIMFAM LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
188,687 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
188,687 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,687 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) |
The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
LIM III Estate LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
163,005 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
163,005 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,005 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) |
The percentage reported in this Schedule 13D is based upon 14,822,251 shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Lloyd I. Miller Trust A-1 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
64,715 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
64,715 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,715 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Catherine C Miller Estate
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
28,355 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
28,355 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,355 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
5,330 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
5,330 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,330 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Miller Great Grandchildren Trust |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
32,693 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
32,693 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,693 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Susan F. Miller Spousal Trust A-4 |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
176,735 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
176,735 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,735 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Miller Family Education and Medical Trust |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
176,734 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
176,734 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,734 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
MILFAM I L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
150,282 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
150,282 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,282 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%(1) |
| 14 |
TYPE
OF REPORTING PERSON
PN |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
MILFAM II L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
428,563 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
428,563 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,563 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%(1) |
| 14 |
TYPE
OF REPORTING PERSON
PN |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
MILFAM III LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
26,611 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
26,611 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,611 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1) |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
| 1 |
NAME
OF REPORTING PERSON
Susan F. Miller |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☒
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
40,250 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
40,250 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,250 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(1) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | The percentage reported in this Schedule 13D is based upon 14,822,251
shares of the Issuer common stock outstanding as of December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities
and Exchange Commission on April 29, 2024). |
EXPLANATORY
NOTE
This Amendment No.1 to Schedule
13D (“Amendment No.1”) amends and supplements the Schedule 13D filed by the Reporting Persons on December 11, 2023 (the “Original
Schedule 13D”), to update the amount and percentage of common stock beneficially owned by Neil S. Subin and MILFAM LLC. On September
30, 2024, MILFAM LLC entered into a Services Agreement with Alimco Re Ltd. (“Alimco”), pursuant to which MILFAM will serve
as the investment advisor to Alimco, and have investment power over the common stock held by Alimco, as reported on the Original Schedule
13D. As a result, the common stock held by Alimco are now aggregated with and into the total amount of common stock held by (1) MILFAM
LLC, as the entity that has investment power, and (2) Neil S. Subin, as the President and Manager of MILFAM LLC. As a result of the passing
of Catherine C Miller and certain services agreements between Neil S. Subin and entities formerly managed or advised by the late Lloyd
I. Miller, III, certain disclosures regarding the entities whose common stock are beneficially owned by Neil S. Subin and MILFAM LLC have
also changed.
Rows (8), (10), (11), (13),
and footnote (1) of the cover pages of Neil S. Subin and MILFAM LLC, respectively, to this Amendment No.1 are amended and updated to reflect
the aforementioned changes. The relevant footnote to each Reporting Person has also been updated to reflect that the percentage reported
in this Amendment No.1 is based upon 14,822,251 shares of Scully Royalty Ltd. (the “Issuer”) common stock outstanding as of
December 31, 2023 (according to the Issuer’s Form 20-F as filed with the Securities and Exchange Commission on April 29, 2024).
Except as modified in the cover pages and below, this Amendment No. 1 does not modify any of the information previously reported
on the Original Schedule 13D, which remains unchanged.
Introduction
Introduction of the Original Schedule 13D is amended as follows:
This Schedule 13D is filed with the SEC on behalf of (i) Neil S. Subin;
(ii) MILFAM LLC; (iii) Alimco Re Ltd., (“Alimco Re”); (iv) Catherine C. Miller Irrevocable Trust dtd 3/26/91; (v) Catherine
C Miller Trust A-3; (vi) Catherine C Miller Revocable Trust; (vii) Kimberley S. Miller GST Trust dtd 12/17/1992; (viii) LIMFAM LLC; (ix)
LIM III Estate LLC; (x) Lloyd I. Miller Trust A-1; (xi) Catherine C Miller Estate; (xii) Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91;
(xiii) Miller Great Grandchildren Trust; (xiv) Susan F. Miller Spousal Trust A-4; (xv) Miller Family Education and Medical Trust (xvi)
MILFAM I L.P.; (xvii) MILFAM II L.P.; (xviii) MILFAM III LLC; and (xix) Susan F. Miller (each person and entity named in items (i) through
(xix), collectively, the “Reporting Persons”, the entities named in items (iv) through (xviii) together, the “Miller
Entities”) relating to the common stock of the Issuer.
Item 2. Identity and Background
(a), (b), (c) and (f) of Item 2 of the Original Schedule 13D are amended
as follows:
(a), (b), (c) and (f). This statement is filed by:
(i) Mr. Subin, whose principal business address is 2336 SE Ocean Blvd,
Suite 400, Stuart, Florida 34996. Mr. Subin’s principal occupation is investing assets held, among others, by or on behalf of or
for the benefit of the Miller Entities and other entities. Mr. Subin is a United States citizen.
(ii) MILFAM LLC, whose principal executive offices are located at 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM LLC is managing and investing assets held, among others,
by or on behalf of or for the benefit of, and advising, certain of the Miller Entities and other entities. MILFAM LLC is a limited liability
company formed under the laws of Delaware. Mr. Subin is the manager of MILFAM LLC.
(iii) Alimco Re Ltd, whose principal executive
offices are located at c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue,, Hamilton HM 11, Bermuda. The principal
business of Alimco Re Ltd is reinsurance. Alimco Re Ltd is a corporation formed under the laws of the Islands of Bermuda.
(iv) Catherine C. Miller Irrevocable Trust dtd 3/26/91, whose principal
address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C. Miller Irrevocable Trust dtd 3/26/91 is a trust for the
benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee
of Catherine C. Miller Irrevocable Trust dtd 3/26/91.
(v) Catherine C Miller Trust A-3, whose principal address is 2336 SE
Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Trust A-3 is a trust for the benefit of the Miller Family. To the extent
such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine C Miller Trust A-3.
(vi) Catherine C Miller Revocable Trust, whose
principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Revocable Trust is a trust for the benefit
of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the co-Trustee of the
Catherine C Miller Revocable Trust.
(vii) Kimberley S. Miller GST Trust dtd 12/17/1992, whose principal
address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Kimberley S. Miller GST Trust dtd 12/17/1992 is a trust for the benefit
of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Kimberley
S. Miller GST Trust dtd 12/17/1992.
(viii) LIMFAM LLC, whose principal address is 2336 SE Ocean Blvd, Suite
400, Stuart, Florida 34996. The principal business of LIMFAM LLC is to hold investments. LIMFAM LLC is a limited liability company formed
under the laws of Delaware. MILFAM LLC is the manager of LIMFAM LLC.
(ix) LIM III Estate LLC, whose principal address
is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of LIM III Estate LLC is to hold investments. LIM III
Estate LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of LIM III Estate LLC.
(x) Lloyd I. Miller Trust A-1, whose principal address is 2336 SE Ocean
Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller Trust A-1 is a trust for the benefit of the Miller Family. To the extent such
concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Lloyd I. Miller Trust A-1.
(xi) Catherine C Miller Estate, whose principal
address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. To the extent such concept is applicable, Catherine C Miller Estate is
a United States citizen.
(xii) Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, whose principal
address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 is a trust for the
benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee
of Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91.
(xiii) Miller Great Grandchildren Trust, whose principal address is
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Great Grandchildren Trust is a trust for the benefit of the Miller Family.
To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Miller Great Grandchildren
Trust.
(xiv) Susan F. Miller Spousal Trust A-4, whose principal address is
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Susan F. Miller Spousal Trust A-4 is a trust for the benefit of the Miller Family.
To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Susan F. Miller Spousal Trust
A-4.
(xv) Miller Family Education and Medical Trust, whose principal address
is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Miller Family Education and Medical Trust is a trust for the benefit of the Miller
Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Miller Family Education
and Medical Trust.
(xvi) MILFAM I L.P, whose principal executive offices are located at
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM I L.P. is as an investment fund. MILFAM I L.P.
is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM I L.P.
(xvii) MILFAM II L.P., whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM II L.P. is as an investment fund. MILFAM II
L.P. is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM II L.P.
(xviii) MILFAM III LLC, whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM III LLC is as an investment fund. MILFAM III
LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of MILFAM III LLC.
(xix) Susan F. Miller, whose principal business address is 2336 SE
Ocean Blvd, Suite 400, Stuart, Florida 34996. Ms. Miller’s principal occupation is homemaker. Ms. Miller is a United States citizen.
Additional Information
The names, addresses and principal occupations of each of Alimco Re’s
executive officers and board of directors and any other persons ultimately in control of those entities are set forth below.
Alimco Re Ltd
John Christopher Dougherty, Chief Executive Officer,
whose principal business address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda.
Mr. Dougherty’s principal occupation is management of Alimco and its subsidiaries. Mr. Dougherty, is a United States citizen.
Jonathan Marcus, Director, whose principal business
address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda.. Mr. Marcus’
principal occupation is the management of Alimco and its subsidiaries. Mr. Marcus is a United States citizen.
Gregory Tyers, Director, whose principal business
address is Cumberland House, 6th Floor, 1 Victoria Street, Hamilton, HM11, Bermuda. Mr. Tyers’ principal occupation is as Director
of Strategic Risk Solutions (Bermuda) Limited , an Insurance Management firm headquartered in Bermuda. Mr. Tyers is a UK citizen.
Dennis Johnson, Director, whose principal business
address is c/o Compass Administration Services Ltd, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda.. Mr. Johnson’s
principal occupation is as an advisor to the insurance industry. Mr. Johnson is a United States citizen.
Item 7. Materials to be Filed as Exhibits:
Item 7 of the Original Schedule 13D is amended as follows:
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
October 8, 2024
| |
/s/ Neil S. Subin |
| |
Neil S. Subin |
| |
|
|
| |
MILFAM LLC |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
ALIMCO RE LTD. |
| |
|
|
| |
By: |
/s/ J Christopher
Dougherty |
| |
Name: |
J Christopher
Dougherty |
| |
Title: |
CEO |
| |
|
|
| |
CATHERINE
C. MILLER IRREVOCABLE TRUST DTD 3/26/91 |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
CATHERINE
C. MILLER TRUST A-3 |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
Catherine
C Miller Revocable Trust |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
KIMBERLEY
S. MILLER GST TRUST DTD 12/17/1992 |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
LIMFAM LLC |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
LIM III ESTATE LLC |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
LLOYD I.
MILLER TRUST A-1 |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
CATHERINE C MILLER ESTATE
|
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Lloyd I. Miller, III Irrevocable Trust
dtd 12/31/91 |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Miller Great Grandchildren Trust |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
SUSAN F. MILLER SPOUSAL TRUST |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
MILLER FAMILY EDUCATION AND MEDICAL
TRUST |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
MILFAM I L.P. |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
MILFAM II L.P. |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
MILFAM III LLC |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
/s/ Susan F. Miller |
| |
Susan F. Miller |
Exhibit 1
JOINT FILING AGREEMENT
October 8, 2024
The undersigned hereby agree as follows:
(i) Each of them is individually
eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible
for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: October 8, 2024
| |
/s/ Neil S. Subin |
| |
Neil S. Subin |
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|
|
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MILFAM LLC |
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|
|
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By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
ALIMCO RE LTD. |
| |
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By: |
/s/ J Christopher Dougherty |
| |
Name: |
J Christopher Dougherty |
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Title: |
CEO |
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CATHERINE C. MILLER IRREVOCABLE TRUST DTD 3/26/91 |
| |
|
|
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By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
CATHERINE C. MILLER TRUST A-3 |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
Catherine C Miller Revocable Trust |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
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| |
KIMBERLEY S. MILLER GST TRUST DTD 12/17/1992 |
| |
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| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
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| |
LIMFAM LLC |
| |
|
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| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
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| |
LIM III ESTATE LLC |
| |
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| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
LLOYD I. MILLER TRUST A-1 |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
Catherine C Miller Estate |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Miller Great Grandchildren Trust |
| |
|
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| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
SUSAN F. MILLER SPOUSAL TRUST |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
MILLER FAMILY EDUCATION AND MEDICAL TRUST |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
MILFAM I L.P. |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
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| |
MILFAM II L.P. |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
MILFAM III LLC |
| |
|
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
/s/ Susan F. Miller |
| |
Susan F. Miller |
4
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